Corporate Social and Environment‐related Governance Disclosure Practices in the Textile and Garment Industry: Evidence from a Developing Country

We investigate the social and environment‐related governance disclosure practices of a sample of textile and garment companies operating within Bangladesh. Using content analysis we find that the disclosure of governance information lags behind general corporate social responsibility disclosures, and the textile and garment companies of Bangladesh disclose information about their governance practices in order to secure/maintain legitimacy and/or to meet community expectations. However, the governance disclosures still fall short of what would appear to be expected by the international community, and despite ongoing international concerns about workplace conditions and associated safety, the results suggest limited accountability and transparency in relation to social and environment‐related governance practices within a developing country context.     

Responding to a corruption crisis through disclosure and remedial action: The case of Petrobras

This case study adopts a positivist perspective to examine how Petroleo Brasileiro S.A (“Petrobras”), a high-profile company in its native Brazil with multiple listings including in Brazil and the US, responded to a major corruption scandal arising in 2014. We consider Petrobras's response both in terms of its visible activities – i.e. in relation to anti-corruption and compliance (“ACC”) disclosures in its annual report (AR) and sustainability report (SR), as well as actioned remedial policies that constitute the crisis plan – and how the company went about interacting with stakeholders during and after the immediate crisis period. We conducted a content analysis of ACC disclosures and assessed Petrobras's remedial activities in the eight-year period 2010–2017 as disclosed in its ARs, SRs and press releases. We find firstly that, consistent with legitimacy theory, Petrobras responded by voluntarily and substantially increasing its relevant disclosures so as to regain legitimacy, a finding which mirrors those found elsewhere following corruption and environmental crises. Secondly, the unique corporate governance situation at Petrobras combined with the fact that leadership was allegedly implicated in the scandal, led the post-crisis management team to undertake a series of remedial actions that prioritised the need to take and maintain executive control and independence from the government, whilst at the same time carefully managing the relationship with this influential stakeholder: - actions which argue strongly in favour of stakeholder-agency theory and multiple agency theory interpretations of the nature of stakeholder interactions that transpired during the crisis period of disequilibrium, and which precluded the type of stakeholder dialogue seen in some previous environmental crisis situations. Finally, we show that Petrobras's crisis management response actions align well with models of trust repair and legitimacy management, and suggest the company considered it had successfully regained legitimacy by 2017.     

Can less environmental disclosure have a legitimising effect? Evidence from Africa

Organizational legitimacy theory predicts that corporations will do whatever they regard as necessary in order to preserve their image of a legitimate business with legitimate aims and methods of achieving it. Legitimacy is mostly used in the social and environmental accounting research (SEAR) literature to support the idea that social disclosures will be maintained at present levels, or increased over time, to avert legitimacy crises. However, the SEAR literature contains some references to reasons for, and incidents of, reductions in social disclosures. We submit that legitimacy theory predicts these reductions as much as it predicts maintaining or increasing disclosure levels.We conduct a content analysis of more than 140 corporate annual reports over a 9-year period in order to identify the trends in environmental disclosure by South African companies over time. We find a reduction in environmental reporting after an initial period of increases for both Mining companies and Top-100 industrial companies. The decrease for Mining companies was bigger than that for Top-100 companies, both overall and when the results were split between specific and general information. The publication of general and specific information increased from 1994 to 1999; disclosure of specific information then declined by five times more than the decline in disclosure of general information. These trends are consistent with legitimacy theory and we conclude that legitimising objectives may also be served by changing the type (general/specific) or reducing the volume of environmental disclosures.     

Sustainability Risk Disclosure Practices of Listed Companies in Australia

This paper investigates the extent to which the top 100 ASX listed companies disclosed economic, environmental and social sustainability risk factors during the 2014/15 financial year in light of the changes introducing Recommendation 7.4 to the third edition of the Corporate Governance Principles and Recommendations in 2014. While all companies complied with the Recommendation, questions of substance over form were raised because some companies had risks that were not disclosed according to Recommendation 7.4. Our conclusion outlines how this research contributes to the growing literature on sustainability and corporate governance. We add to the continuing debate on mandatory versus voluntary disclosures, advocating that Australia may need to introduce mandatory guidelines, beyond the ASX, to regulate the disclosure of material economic, environmental and social risks. Additionally, we conclude that Recommendation 7.4 is unlikely to substantially change Australian corporate reporting and disclosure practices – that, for most companies, it is ‘business as usual’. However, under business as usual, we can naturally expect to see further increases in sustainability and alternative reporting frameworks, such as integrated reporting, as well as increasing use of the Internet to report and disclose sustainability risks.     

Corporate Governance,Companies’ Disclosure Practices and Market Transparency: A Cross Country Study

We examine the link between corporate governance, companies’ disclosure practices and their equity market transparency in a study of more than 5,000 listed companies in 23 countries covering the period 1 January 2003 to 31 December 2008. Our results confirm the belief that better‐governed firms make more frequent disclosures to the market. We also find greater disclosure in common law relative to code law countries. However firms with better governance in both code and common law countries make more frequent disclosures. We measure market transparency by the timeliness of prices. In contrast to single country studies, results show, for the 23 countries collectively, better corporate governance is associated with less timely share prices. This would suggest that a firm substitutes better corporate governance for transparency. We are thus led to the conclusion that even if information is disclosed more frequently by better‐governed firms, it does not necessarily follow that information is reflected in share prices on a timelier basis.     

Extent of corporate governance disclosure by banks and finance companies listed on Nepal Stock Exchange

Corporate governance disclosure has seen renewed interest by researchers, policy makers, and regulating bodies internationally, but has remained only an emerging construct in Nepal. The primary purpose of this study was to assess the extent of mandatory corporate governance disclosure in Nepal. The secondary purpose was to examine the associations between the extent of disclosures and five firm-specific characteristics. The third purpose was to assess the significant determinants to explain variations of disclosures. The study's sampling frame consisted of 125 banking and finance companies listed on Nepal Stock Exchange. A sample size of 59 companies was randomly selected. On average, companies disclosed 91% of items in the mandatory category, 48% in the voluntary category, and 74% in total. A significant positive correlation existed between governance disclosures and firm characteristics of size, leverage, and foreign ownership. There was no significant relation between governance disclosure and listing age or profitability. With regards to determinants, bank size was a significant predictor of governance disclosure. Three regression models for total disclosures (DScore), mandatory disclosures [DScore (M)], and voluntary disclosures [DScore (V)] with three predictors of size, leverage, and foreign ownership were significant and explained 47%, 24%, and 54% variations respectively in total, mandatory, and voluntary corporate governance disclosures in Nepal. This research provides guidelines to policy makers and standard setters for developing future regulations and accounting policies.     

Corporate Social and Environmental Responsibility Reporting Practices from an Emerging Mobile Telecommunications Market

This study examines corporate social responsibility reporting practices in the rapidly growing mobile telecommunications industry in Bangladesh. This industry sector is one of the fastest growing in the world making it an attractive global investment. Using content analysis we reviewed and analysed the annual reports of four major mobile companies between 2008 and 2011. The findings reveal that mobile telecommunications companies in Bangladesh disclose social and environmental responsibility information across a range of categories. We find that these mobile companies provide significant benefits to education and health in Bangladesh and that their focus on community and development disclosures are motivated in part by seeking to maintain legitimacy in an extremely competitive industry.     

Corporate Climate Change‐Related Governance Practices and Related Disclosures: Evidence from Australia

This paper investigates the climate change‐related corporate governance disclosure practices of five major Australian energy‐intensive companies over a 16‐year period. In doing so, a content analysis instrument is developed to identify disclosures made in relation to various policies and procedures the organisations have in place for addressing the issues associated with climate change. This instrument is applied to the respective companies’ annual reports and sustainability reports. An increasing trend is found in companies’ climate change‐related corporate governance disclosures over time; however, in many instances the disclosures provide limited insights into the climate change‐related risks and opportunities confronting the sample companies.     

Anti-bribery disclosures: A response to networked governance

This study examined the posited link between networked governance (the activities of NGOs and the media) and the anti-bribery disclosures of two global telecommunication companies. Based on a joint consideration of legitimacy theory, media agenda setting theory and responsive regulation, the findings show that anti-bribery disclosures are positively associated with the activities of the media and NGO initiatives. The findings also show that companies make anti-bribery disclosures to maintain symbolic legitimacy but are less prominent in effecting a substantive change in their accountability practices.     

Corporate governance and the informativeness of disclosures in Australia: a re‐examination

We re‐examine the association between corporate governance and disclosures reported by Beekes and Brown (2006), using an extended time series of Australian data. Since the ASX corporate governance guidelines were introduced in 2003, firms generally have increased their disclosure frequency and demonstrated an improvement in the timeliness of bad news relative to good news, indicating a levelling of disclosure practices and greater transparency. Better governed firms have become more cautious in their disclosure practices. However, they continue to be more balanced with respect to good and bad news timeliness. Changes to disclosure laws have also influenced company practices.     

Role of corporate governance in mitigating the selective disclosure of executive stock option information

We examine the nature and extent of statutory executive stock option disclosures by Australian listed companies over the 2001–2004 period, and the influence of corporate governance mechanisms on these disclosures. Our results show a progressive increase in overall compliance from 2001 to 2004. However, despite the improved compliance, the results reveal managements’ continued reluctance to disclose more sensitive executive stock option information. Factors associated with good internal governance, including board independence, audit committee independence and effectiveness, and compensation committee independence and effectiveness are found to contribute to improved compliance. Similarly, certain external governance factors are associated with improved disclosure, including external auditor quality, shareholder activism (as proxied by companies identified as poor performers by the Australian Shareholders’ Association) and regulatory intervention.     

A stakeholder analysis of employee disclosures in annual reports

Little empirical research has identified what drives companies to voluntarily report employee‐related information. Ullmann's three‐dimensional stakeholder theory model is applied as a framework to analyse associations with corporate employee‐related disclosures. Measures are developed to estimate stakeholder power, strategic posture and economic performance associated with employee‐related disclosures. Results indicate that employee‐related disclosures increase with more employee share ownership, employee concentration, the quality of corporate governance, employee recognition in corporate mission statements, adverse publicity about employees and economic performance measured by profit per employee.     

Comparative analysis of environmental,social, and governance disclosures

We examine the level of environmental, social, and governance (ESG) sustainability disclosure by firms between two regimes where disclosure is mandatory versus voluntary. We use the regulatory environment between the United States (US) and European Union (EU) to compare ESG disclosures. Firms in the US are currently under a voluntary disclosure regime. In contrast, EU members are under a mandatory disclosure regulatory regime that began in 2017. We find that EU firms outperform US firms under voluntary disclosure requirements (2007–2016), and the ESG disclosure of EU firms further improves relative to US firms after the implementation of the mandatory disclosure in Europe in 2017. Our results suggest that the 2017 adoption of disclosure guidelines in the EU is associated with improvements in EU firms' ESG disclosure. Our results regarding the value-relevance of ESG disclosure support a move toward mandatory ESG disclosures. Results support current initiatives that have been taken by global regulators and stock exchanges in recommending and requiring globally listed companies to disclose their ESG sustainability information to portray accurate and comprehensive corporate reporting. The results further our understanding of how firms from different institutional environment settings may have disclosed their ESG practices, thus providing opportunities for future research.     

Readability of narrative disclosures,and corporate liquidity and payout policies

In this paper, we examine the relation between the readability of narrative disclosures in 10-K reports, and corporate liquidity and payout policies. We find that firms with less readable disclosures hold significantly more cash. We also find that this relationship is stronger for firms with weak corporate governance, and with higher financing constraints and refinancing risks. Further analysis also shows that firms with less readable disclosures pay fewer cash dividends and repurchase less stock. Our findings are robust to different estimation methods, and to alternative specifications of key variables. The findings from this study contribute to the emerging research that stresses the importance of 10-K report readability in protecting shareholder wealth.     

Corporate Governance in China: a Step Forward

Recently, the presumed benefits of corporate governance have become one of the most contentious issues especially for emerging markets in Asia where institutional settings are quite different from other parts of the world. Using an internationally accepted benchmark (OECD's Principles of Corporate Governance, OECD, 2004 ), this study evaluates the progress of corporate governance practice of Chinese listed companies. A corporate governance index (CGI) is constructed to measure the quality of corporate governance practices of the 100 largest listed firms in China during 2004‐2006. The results show that Chinese companies have been making progress in the corporate governance reform. The findings also show a positive relation between market valuation and overall corporate governance practices, as measured by the CGI, among these Chinese listed companies. Additional investigation reveals that the rights of shareholders are the main driver in the relationship.     

Global Drivers of and Local Resistance to French Shareholder Activism

Shareholder activism in France has made significant advances during the past 25 years even as it continues to face formidable sources of local resistance. But if the list of corporate governance improvements since 1989 described by the authors might lead one to conclude that France now has minority shareholder protection and shareholder activism comparable to those of the U.S. or U.K., powerful local interests, including much of French management, labor, and government, continue to mount effective resistance to such forces for change. The French government still works closely with French business elites and unions to manage both individual companies and the general economy. And government officials continue to speak publicly of “protecting” French firms from “illegitimate” foreign shareholders. Accordingly, the authors characterize French corporate governance as a “hybrid” model of shareholder activism, one that incorporates the perspectives and interests of the classic French stakeholder model as well as an emerging shareholder value movement. Although foreign institutional investors have increased their shareholdings in French companies and promoted “best practice” governance rules, particularly with respect to voting rights, local forces will continue to resist aggressive shareholder activism. Such a hybrid model makes the outcomes of shareholder activism less predictable, a risk that foreign investors and companies often respond to by seeking alliances with local proxy advisers and investor associations to gain “legitimacy.”     

Corporate governance and impression management in annual results press releases

We study the association between corporate governance and impression management in annual results press releases (ARPRs). Press releases constitute a timely vehicle to communicate firm performance to third parties but they can be manipulated to distort readers’ perceptions of corporate achievements. We predict that governance mechanisms actively monitor managerial disclosures, improving firm transparency and thus reducing impression management in ARPRs. The results confirm that strong governance limits impression management, consistent with governance monitoring effectively reducing self-serving disclosures by management. Our evidence suggests that management disclosure practices respond, at least partly, to informative motivations. We also show that strong governance firms are more likely to release an ARPR.     

Determinants of Corporate Social Disclosure in Developing Countries: The Case of Qatar

In this study, an attempt is made to test the validity of theories employed in the literature to explain variation in the extent of corporate voluntary disclosure within the corporate social disclosure context. The annual reports of 21 out of the 22 companies listed on the Doha Stock Exchange in Qatar were used as a basis for the study. Variations in corporate social disclosure by the sampled Qatari companies are found to be associated with firm size measured by the firm's market capitalisation, business risk measured by leverage and corporate growth. The outcome of the study lends partial support to agency theory, political economy theory, legitimacy theory, stakeholder theory as well as the accountability approach.     

Corporate Governance: Factors Influencing Voluntary Disclosure by Publicly Traded Canadian Firms*

We report on the comprehensiveness of voluntary corporate governance disclosures in the annual reports and management information circulars of Toronto Stock Exchange (TSE) firms. We focus on disclosure of the corporate governance practices implemented by our sample of TSE 300 firms vis‐à‐vis the 14 guidelines set out in the TSE's report on corporate governance Where Were the Directors? Our analysis indicates that only a very few firms disclose that they have fully implemented the TSE guidelines, and that the extent of disclosure of corporate governance practices implemented varies widely among the firms. We then test factors associated with the comprehensiveness of such disclosures and the choice of disclosure medium using simultaneous equations multivariate analysis. We also assess the influence of publicized corporate governance failures on disclosure. Overall, our results suggest that the choices of disclosure medium and the extent of disclosure are made concurrently, and are influenced by the strategic considerations of management.     

The Need for Effective Communication with Market Stakeholders

Good corporate governance practices have become increasingly important in determining the cost of capital in global capital markets. The Australian Stock Exchange (ASX) aims to promote an environment of market confidence so that listed companies can obtain reasonably priced capital and maximise the value of their listing. As the market operator, the exchange has the ability to set and monitor disclosure standards and to support dialogue between companies and investors. However, a problem with corporate governance disclosures in Australia is that they have not delivered particularly meaningful information to investors about the performance of individual companies.